Upside down
by kisa sohma cookie
Summary: A cute Timber WolfxPhantom Girl fic. Sonfic to Ateen's upsidedown which i do not own . Phantm Girl wats to give Timber Wolf a flying lesson...but will he learn more in the process?


**Small TW/PG fic, I've really wanted to write one for a while. Plus I figure it was time I did one that wasn't focused on brainy.**

**Kisa: I'm sorry Brainy. (glomps brainy.)**

**Brainy: Can't…..breath…..**

**Disclaimer: I do not own legion of superheroes**

Phantom girl walked down the hall bobbing her head to her new Ipod 364. You could say that the small little gadget was still popular with teenagers even a thousand years after it was created. Bouncing Boy had recommended some songs form his ancient classic collection. The kind she liked the best were somewhere from the 0's, most of the music being pop and upbeat from what she had been shown.

She had a few songs downloaded form S club 7, jump 5, and Ateens. An Ateens song as we speak was filling her head with bubbly thoughts of romance.

**Up...side down  
Upside Down  
Upside Down**

My grades are down from A's to D's  
I'm way behind in history  
I've lost myself in fantasies  
Of you and me together

Phantom Girl briefly thought of timber wolf, and giggled quietly to herself. No one else knew about her ultra secret crush on him….well except for Triplicate Girl, who had managed to force it out of her in a brief game of truth or dare.

Sure when they had first worked together, what seemed like so long ago when they were rounding up Drax's pets, they didn't get along very well. After all Timber Wolf's acts of chivalry made her want to point out that that era had died out before even Superman existed. But, as Saturn Girl pointed out, or nagged in Phantom Girl's opinion, he was only trying to be kind. So she didn't hold it against him.

Lost in her thoughts of her fuzzy wolf-man friend, she didn't notice the a large obstacle in her current path until she had walked straight into it. She fell backwards, forgetting briefly she could fly until she had landed on her butt.

She blushed just a bit when she saw the obstacle turn around and speak of the devil, it was her favorite orange clad puppy!

"Oh, sorry Phantom Girl." he sad, his voice containing its normal gruff tone. But there was a quietness about it that also made it seem gentle. Something few people like phantom girl could detect.

"Yeah…you're like a brick wall ya know that?" she pointed out, rubbing her head, "A big fluffy brick wall."

Timber wolf growled at the comment but offered her a hand to help her up. Phantom girl grinned and took it, using it to push herself up past her normal height and used her flight ring to hover so she was just about taller than Timber Wolf's head.

"I'm sorry, I'm only teasing you cause its easy!" She giggled patting his head affectionately. Timberwolf, knew she didn't mean anything by it. After all he probably was a fluffy brick wall considering he weighed twice as much as her and was twice as tall.

**I don't know why-yi-yi  
But dreaming's all I do  
I won't get by-yi-yi  
On MERE imagination**

Upside down, bouncing off the ceiling  
Inside out, stranger to this feeling  
Got no clue what I should do  
I'll go crazy if I can't get next to you  
To you...

Sighing Timber Wolf lifted her hand off his head, "Was there something you needed, or was your mind too busy rolling around in the clouds?" He asked and she frowned with her eyes narrowed.

"It was not….it was dancing around thank you very much. I was listening to music see!" she said holding up her precious mp3 player with an over popular brand name.

"Yeah I see that." Timber Wolf replied, reaching out to poke the gadget.

"No! my precious! "Phantom girl brought her mp3 player away from the offending hand and hissed at Timber Wolf.

Timber Wolf's expression remained blank and glazed, "….You've been hanging out with Bouncing Boy too much."

"Aw is Mr. tough guy jealous?" Phantom Girl asked giggling, she twisted her body around so she was now hovering upside own so her head was directly level with Timber Wolf's.

"I'm not and you've been having too much soda lately as well." He said turning around, trying desperately to hid the blush that had grown at their closeness.

Phantom girl replied with the classic raspberry and as eh was walking down the hallway Timberwolf smirked. He was surprised however when she started flying, still upside down next to him.

"Hey Timberwolf?"

"Yes?"

"How come you never use your flight ring?"

Timber wolf stopped for a second, why would she ask him something like that?

"Uh, my agility is a little faster than the rest of you I guess, I can just run if I want."

"Or is it because you don't know how to?

"……."

**My teacher says to concentrate  
So what? His name was Peter the Great  
Kings and Queens will have to wait  
Cuz I don't have forever**

I wish that I-yi-yi could walk right up to you  
Each time I try-yi-yi the same old hesitation

Phantom Girl grinned, "No problem, I can teach you!" She said grabbing his arm.

"No, Phantom Girl-Wah!!" He cried out as they suddenly fazed through the floor and into the training room. The sudden weightless ness made him panic. He liked his feet firmly planted on the ground.

"Okay now, first you have to turn it on."

"Uh, Phantom Girl."

**Upside down, bouncing off the ceiling  
Inside out, stranger to this feeling  
Got no clue what I should do  
I'll go crazy if I can't get next to you  
To you**

"Shush shush! I'm trying to figure this thing out!" Phantom girl interrupted, turning the ring so it glowed as it came on, "there we go!"

"Phantom Girl.."

"Now this should be a good place to practice, no one's around either."

"Phantom Girl!!"

"WHAT!!" she answered irritably, so she had been listening she was just ignoring him…

"I can't do this." he said shifting uncomfortably with a grimace.

"What are you talking about of course you can, I turned it the flight ring on."

"No….I…I can't. I really can't. nothing technical its just me…"

Phantom Girl cocked her head to the side adorably and Timberwolf ducked his head to glare at the wall, "I…err."

"Yeees?" Phantom Girl coaxed looking even more curious.

"I'm….err…I hate heights." he finished, hating how vulnerable he felt.

Phantom girl blinked then smiled kindly, "Lots of people hate heights1 but that shouldn't stop you! You're a big strong superhero with a great flying teacher! Carpe diem! Seize the day!"

Timber wolf gave her another blank stare and she giggled, "Don't worry, I'm the only one here and I won't tell anyone! Now the first step is to take a big breath and relax."

Timber wolf did so as best he could and the girl continued, "It's just like swimming only without the water, just look at the place you want to be and kick off with your feet!"

Timberwolf took another deep breath for good measure then glanced at a spot a little above his head. He took a moment to grimace then kicked off with his legs.

Now the poor boy tried, he really did. But floating around the training room with no control made his body parts flip out. Suddenly his arms and les were flailing around until his claws sprung out and he clung to something solid.

That something was the ceiling.

**Somehow, someday you will love me too  
One day will be the day when all my dreams come true**

**Up-side down  
Yeah yeah yeah yeah**

Timberwolf shuddered as he clung to the ceiling like those cartoon cats in those ancient Looney tunes downloads Bouncing Boy forced everyone to watch. This was not the impression Timberwolf wanted to leave, especial the fact that phantom girl was there. Besides what self respecting wolf wants to resemble a cat?

Timberwolf glared down at phantom girl who had once again fallen on her butt laughing hysterically.

"Well I'm glad you're having fun!" He shouted down at her angrily.

"I-I-I'm sorry….it's just your reaction…a-and your face was priceless, for like two seconds you looked like a furry toad!" She said breaking into laughter again. After a minute or so she forced herself to calm down and sought about getting her friend down.

'_Hmmmm, I need to get him to relax….what was that trick I saw in that cartoon?_' she glanced at the ceiling for a minute and as she remembered she smiled and blushed a little.

Floating gently beside her friend she leaned in towards his face and quickly pressed her lips against his cheek.

Timber Wolf's shuddering ceased immediate as he froze stiff, the fuzzy toad look coming back once again. Only his face had a blush as red as krypton's sun. slowly his claws retracted without his knowing and since his flight ring was still on he seemed to float back to the ground like a piece of paper, in the same position he was on the ceiling no less.

**Upside down, bouncing off the ceiling  
Inside out, stranger to this feeling  
Got no clue what I should do  
I'll go crazy if I can't get next to you**

Phantom girl giggled at his reaction and floated down beside him.

"You okay?"

"Uh-hm…" Timberwolf answered.

"You wanna keep trying?"

"Nu-hm." He mumble again.

"Alright." she said giving in, no use torturing the boy right? She turned his fight ring off so he could stand on his feet sturdily.

**Upside down, bouncing off the ceiling  
Inside out, stranger to this feeling  
Got no clue what I should do  
I'll go crazy if I can't get next to you  
**

After about fifteen minutes of getting over the shock. Timber wolf rolled onto his stomach and sat up next to Phantom Girl, "I'm never flying again…" He said looking straight at her.

She rolled her eyes, "Yeah whatever Fluffy Puff."

Timber wolf glared at her, "don't call me that."

**I'll go crazy if I can't get next to **

Phantom Girl grinned, "Why not, I wouldn't call you that in front of the others……and besides it's special." she stated pushing up off the groaned and flouting out of the room with her hands behind her head lazily

**I'll go crazy if I can't get next to **

Timberwolf sat there for a moment blinking until it occurred to him,

"Wait! Phantom Girl! What type of special do you mean! Phantom girl get back here!!"

"Ha Ha Ha!!"

**  
I'll go crazy if I can't get next to you ……  
**

**END!! Awwww, so cute. Yeah, I didn't really want to go into anything really serious with this couple. The stories they have for this couple always seem to be centered around his issues with his past and father. I know there's a few that aren't but well, I just wanted to do something fun, not too romantic or serious. Just cute and fluffy like Timberwolf.**


End file.
